Law on enterprises 59 2020 qh14 427301

Luật Doanh nghiệp là một lĩnh vực của pháp luật chuyên biệt quy định về các quy tắc và quyền lợi liên quan đến thành lập, quản lý, và hoạt động của doanh nghiệp. Mục tiêu chính của Luật Doanh nghiệp là tạo ra một môi trường kinh doanh công bằng và an toàn, đồng thời xác định các quy định để bảo vệ cả doanh nghiệp và cộng đồng.

Pursuant to the Constitution of the Socialist Republic of Vietnam;

The National Assembly promulgates the Law on Enterprises.

Chapter I

GENERAL PROVISIONS Article 1 Scope

This Law provides for establishment, management, reorganization, dissolution and relevant activities of enterprises, including limited liability companies, joint stock companies,

partnerships and sole proprietorships; groups of companies

Article 2 Regulated entities

1 Enterprises

2 Organizations and individuals relevant to establishment, management, reorganization,

dissolution and relevant activities of enterprises

Article 3 Application of the Law on Enterprises and other laws

In case there are other laws that provide for establishment, management, reorganization,

dissolution and relevant activities of special enterprises, regulations of these laws shall apply

Article 4 Definitions

For the purpose of this document, the terms below are construed as follows:

1 “copy” means a copy extracted from master register or a copy that has been certified by a competent organization or compared to the original document

2 “foreigner” means a person who has a foreign nationality according to his/her documents

3 “shareholder” means the individual or organization that holds at least a share of a joint stock company.

4 “founding shareholder” means a shareholder that holds at least an ordinary share and has his/her signature in the list of shareholders that are also founder of the joint stock company

5 “dividend” means a net profit on each share in cash or other assets

6 A “company” can be a limited liability company, joint stock company or partnership

7 A “limited liability company” can be a single-member limited liability company or member limited liability company

multiple-8 “National Enterprise Registration Portal” means a web portal used for enterprise registration and access and publishing of enterprise registration

9 “national enterprise registration database” means the collection of nationwide enterprise registration data

10 “enterprise” means an organization that has a proper name, assets, premises, is established or registered in accordance with law for business purposes

11 A “state-owned enterprise” means an enterprise more than 50% charter capital or voting shares of which is held by the State as prescribed in Article 88 of this Law

12 A “Vietnamese enterprise” means an enterprise that is registered in accordance with

Vietnam’s law and has its headquarters located within Vietnam

13 “mailing address” means the address registered as the headquarters of an organization; the permanent residence, working place or another address of an individual that is registered as mailing address with an enterprise

14 “market value” of a stake or share means the price at which the stake or share is traded on themarket at the nearest time, the price agreed on by the buyer and the seller, or the price

determined by a valuation organization

15 “Certificate of Enterprise Registration” means a physical or electronic document bearing enterprise registration information provided for the enterprise by a business registration

authority

16 “legal documents” of an individual include the ID card (old or new format), passport and other legal personal identification documents

17 “legal documents” of an enterprise include the Establishment Decision, Certificate of

Enterprise Registration and equivalent documents

18 “capital contribution” means the contribution of capital as charter capital to establish a new company or contribution of additional capital to an existing company.

19 “National Enterprise Registration Information System” includes the National Enterprise Registration Portal, national enterprise registration database, relevant databases and technical infrastructure

20 “valid application” means an application that contains adequate documents specified in this Law and all the documents are completed as prescribed by law

21 “business” or “business operation” means continuous execution of one, some or all stages including investment, manufacturing, sale or provision of services on the market for profit

22 “relatives” of a person include: the spouse, biological parents, adoptive parents, laws, biological children, adopted children, children-in-law, biological siblings, siblings-in-law and biological siblings of the spouse

parents-in-23 “related person” means any individual or organization that has a direct or indirect

relationship with an enterprise in the following cases:

a) The parent company, its executive and legal representative, and the person who has the power

to designate the executive officer of the parent company;

b) The subsidiary company, its executive and legal representative;

c) Any individual, organization or group of individuals or organizations that can influence the enterprise’s operation through ownership, acquisition of shares/stakes or making corporal

decisions;

d) The enterprise’s executive, legal representative, controllers;

dd) Spouses, biological parents, adoptive parents, parents-in-laws, biological children, adopted children, children-in-law, biological siblings, siblings-in-law and biological siblings of spouses

of the executive officer, legal representative, controllers, members/partners and shareholders holding the controlling stakes/shares;

e) Any individual that is the authorized representative of the companies or organizations

mentioned in Point a, b and c of this Clause;

g) Any enterprise in which an individual, company or organization mentioned in Points a, b, c, d,

dd and e of this Clause has the controlling interest

24 “executive of an enterprise means the owner of a sole proprietorship, a general partner of a partnership, chairperson or member of the Member/Partner Assembly, President of a company, President or member of the Board of Directors, Director/General Director, or holder of another managerial position prescribed in the company’s charter

25 “founder” means the individual or organization that establishes or contributes capital to establish an enterprise.

26 “foreign investor” means an individual or organization as defined by the Law on Investment

27 “stake” means the total value of assets that a member/partner has contributed or promises to contribute to a limited liability company/partnership “holding” means the ratio of a

member/partner’s stake to the charter capital of the limited liability company/partnership

28 “public products and services” are essential products and services of a country, area or community, thus have to be maintained by the State for assurance of common interests or defense and security, and the costs of provision of which under market mechanism are hardly recoverable

29 “member” or “partner” means the individual or organization that holds part or all of charter capital of a limited liability company or partnership

30 A “partner” of a partnership can be a general partner or limited partner

31 “reorganization” of an enterprise means the full division, partial division, consolidation, acquisition or conversion of an enterprise

32 “foreign organization” means an organization established overseas under the foreign

Article 5 Protection of enterprises and their owners by the State

1 The State recognizes the long-term existence and development of the types of enterprises prescribed in this Law; ensures equality of enterprises before the law regardless of their types of business and economic sector; recognizes lawful profitability of business operation

2 The State recognizes and protects the rights to ownership of assets, capital, income, other lawful rights and interests of enterprises and their owners

3 Lawful assets and capital of enterprises and their owners shall not be nationalized or

administratively confiscated Unless strictly necessary, the State may purchase or requisition assets of enterprises, in which case these enterprises shall be paid or reimbursed for in

accordance with regulations of law on purchase and requisitioning of assets and in a manner that ensures the enterprises’ interests and non-discrimination among the types of business.

Article 6 Internal political organizations, socio-political organizations and employee representative organizations of enterprises

1 The internal political organization, socio-political organization and employee representative organization of an enterprise shall operate in accordance with the Constitution, the law and the enterprise’s charter

2 Enterprises shall respect and not obstruct the establishment of internal political organizations, socio-political organizations and employee representative organizations; must not obstruct participation of their employees in such organizations

Article 7 Rights of enterprises

Every enterprise has the right to:

1 Freely engage in any business line that is not banned by law

2 Freely run the business and choose a type of business organization; choose business lines, area

of operation and type of operation; change the scale of business and business lines

3 Choose the method of mobilizing, distributing and using capital

4 Freely find markets, customers and enter into contracts

5 Export and import

6 Hire employees in accordance with employment laws

7 Apply technological advances to improve business efficiency; have intellectual property rightsprotected in accordance with intellectual property laws

8 Acquire, use, dispose of their assets

9 Reject unlawful requests for provision of resources from other organizations and individuals

10 File complaints and participate in proceedings as prescribed by law

11 Other rights prescribed by law

Article 8 Obligations of enterprises

1 Maintain the fulfillment of conditions for conducting restricted business lines and business lines restricted to foreign investors (hereinafter referred to as “restricted business lines”)

prescribed by law throughout the course of business operation

2 Apply for enterprise registration; register changes to enterprise registration information; publish information about the establishment and operation of the enterprise; submit reports and fulfill other obligations prescribed by this Law

3 Take responsibility for the accuracy of information in the enterprise registration application and reports; promptly rectify incorrect information if found

4 Organize accounting works; pay taxes and fulfill other financial obligations prescribed by law

5 Protect lawful rights and interests of employees as prescribed by law; do not discriminate against or insult employees; do not mistreat or force employees to work; do not employ minors against the law; enable employees to improve their vocational skills through training; buy social insurance, unemployment insurance, health insurance and other insurance for employees as prescribed by law

6 Other obligations prescribed by law

Article 9 Rights and obligations of enterprises providing public products and services

An enterprise providing public products and services shall:

1 Have the rights and obligations specified in Article 7, Article 8 and relevant regulations of thisLaw

2 Be reimbursed in accordance with bidding laws or collect payments as prescribed by

5 Ensure fairness and convenience for customers

6 Take legal responsibility for the quantity, quality, supply conditions and prices for their products/services

Article 10 Criteria, rights and obligations of social enterprises

1 A social enterprise shall:

a) Be registered in accordance with this Law;

b) Operate for the purposes of resolving social and environmental issues for public interests;c) Use at least 51% of the annual post-tax profit for re-investment to achieved registered targets

2 In addition to the rights and obligations of an enterprise prescribed in this Law, a social enterprise also has the following rights and obligations:

a) The owner or executive of a social enterprise shall be enabled to obtain relevant licenses and certificates prescribed by law;

b) A social enterprise may raise and receive donations from individuals, enterprises,

non-governmental organizations and other Vietnamese and foreign organizations to cover its

administrative expenses and operating costs;

c) Adhere to the objectives and fulfill the conditions specified in Point b and Point c Clause 1 of this Article throughout its course of operation;

b) Do not use donations for purposes other than covering administrative expenses and operating costs and resolving the social and environmental issues registered by the enterprise;

dd) When receiving donations and aids, submit annual reports on the enterprise’s operation to a competent authority;

3 Inform the competent authority when an social or environmental objective is terminated or profit is not used for re-investment in accordance with Point b and Point c Clause 1 of this Article

4 The State shall adopt policies to encourage and assist in development of social enterprises

5 The Government shall elaborate this Article

Article 11 Document retention

1 An enterprise, depending on its type of business, shall retain the following documents:

a) The charter, internal rules and regulations; the member/partner/shareholder register;

b) The certificate of Industrial property rights; the certificate of registration of product/service quality; other licenses and certificates;

c) Documents proving the enterprise’s ownership of its assets;

d) Votes, vote counting records, minutes of meetings of the Board of Members/Partners, GeneralMeeting of Shareholders, Board of Directors; the enterprise’s decisions;

dd) The prospectus for offering or listing securities;

e) Reports of the Board of Controllers, verdicts of inspecting authorities and audit organizations;g) Accounting books, accounting records and annual financial statements

2 The documents mentioned in Clause 1 of this Article shall be retained at the enterprise’s headquarters or another location specified in the enterprise’s charter for a period of time

prescribed by law

Article 12 The enterprise’s legal representative

1 The enterprise’s legal representative is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law

2 A limited liability company or joint stock company may have one or more than one legal representative The enterprise’s charter shall specify the quantity, position, rights and obligations

of its legal representatives In case there are more than one legal representative, the charter shall specify the rights and obligations of each of them Otherwise, each of the legal representatives shall fully representative the enterprise and take joint responsibility for any damage to the enterprise as prescribed by civil laws and relevant laws

3 An enterprise shall have at least one legal representative residing in Vietnam Whenever this representative leaves Vietnam, he/she has to authorize another Vietnamese resident, in writing,

to act as the legal representative, in which case the authorizing person is still responsible for the authorized person’s performance

4 In case the authorizing person has not returned to Vietnam when the letter of authorization mentioned in (3) expires and does not have any further actions:

a) In case the enterprise is a sole proprietorship, the authorized person shall continue acting as the enterprise’s legal representative until the authorizing person returns;

b) In case the enterprise is a limited liability company, joint stock company or partnership, the authorized person shall continue acting as the enterprise’s legal representative until the

authorizing person returns or until the enterprise’s owner, Board of Members/Partners or Board

of Directors designates another legal representative

5 In case the only legal representative of an enterprise she is not present in Vietnam for more than 30 days without authorizing another person to act as the enterprise’s legal representative, or

is dead, missing, facing criminal prosecution, kept in temporary detention, serving an

imprisonment sentence, serving an administrative penalty in a correctional institution or

rehabilitation center, has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain

works, the enterprise’s owner, Board of Members/Partners or Board of Directors shall appoint another legal representative, except for the cases specified in Clause 6 of this Article

6 In a two-member limited liability company, if the member who is the company’s legal

representative is dead, missing, facing criminal prosecution, kept in temporary detention,

serving an imprisonment sentence, serving an administrative penalty in a correctional institution

or rehabilitation center, making getaway; has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain

positions or doing certain works, the other member shall obviously assume the position of the company’s legal representative until the Board of Members issues a new decision on the

company’s legal representative

7 The court and other proceeding authorities are entitled to appoint the legal representative who participates in proceedings as prescribed by law

Article 13 Responsibilities of the enterprise’s legal representative

1 An enterprise’s legal representative shall:

a) Exercise and perform his/her rights and obligations in an honest and prudent manner to protectthe enterprise’s lawful interests;

b) Be loyal to the enterprise’s interests; not abuse his/her power and position or use the

enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests;

c) Promptly and fully provide the enterprise with information about the enterprises that he/she or his/her related person owns or has shares/stakes in as prescribed in this Law

2 The enterprise’s representative shall be personally responsible for any damage to the

enterprise within the limits of responsibilities specified in Clause 1 of this Article

Article 14 Authorized representatives of the owner/members/partners/shareholders that are organizations

1 Authorized representatives of the owner/members/partners/shareholders that are organizations shall be authorized in writing by the owner/members/partners/shareholders in accordance with this Law

2 Unless otherwise prescribed by the charter, the designation of the authorized representative shall comply with the following regulations:

a) An organization that is a member of a multiple-member limited liability company and holds atleast 35% of charter capital may designate up to 03 authorized representatives;

b) An organization that is a shareholder of a joint stock company and holds at least 10% of ordinary shares may designate up to 03 authorized representatives.

3 In case the owner/members/partners/shareholders designate more than one authorized

representative, the holding represented by each of them shall be specified Otherwise, the total holding shall be equally divided among the authorized representatives

4 The document designating the authorized representative shall be informed to the company, be effective on the date it is received by the company and contain the following information:

a) Names, enterprise identification (EID) numbers, headquarters addresses of the

owner/members/partners/shareholders;

b) Quantity of authorized representatives and their holdings;

c) Full name, mailing address, nationality, legal document number of each authorized

representative;

d) The beginning date and duration of authorization of each authorized representative;

dd) Full names and signatures of the legal representatives of the

owner/members/partners/shareholders and of the authorized representatives

5 An authorized representative shall satisfy the following requirements:

a) The authorized representative is not an entity specified in Clause 2 Article 17 of this Law;

b) Members/partners/shareholders of state-owned enterprises prescribed in Point b Clause 1 Article 88 of this Law must not designate a relative of the executive and the person having the power to designate the executive as representative of another company;

c) Other requirements specified in the company’s charter

Article 15 Responsibilities of authorized representatives of the

owner/members/partners/shareholders that are organizations

1 Authorized representatives of the owner/members/partners/shareholders shall exercise and perform their rights and obligations in accordance with this Law All limits imposed by the owner/members/partners/shareholders to the authorized representatives’ performance at the Board of Members/Partners or General Meeting of Shareholders shall not apply to any third party

2 Authorized representatives have the responsibility to attend all meetings of the Board of Members/Partners or General Meeting of Shareholders; exercise and perform the authorized rights and obligations in an honest and prudent manner to protect lawful interest of the

owner/members/partners/shareholders that designated them

3 Authorized representatives shall be responsible to the owner, members/partners/shareholders for fulfillment of the responsibilities specified in this Article The owner,

members/partners/shareholders that designate these authorized representatives shall be

responsible to third parties for performance of these authorized representative

Article 16 Prohibited actions

1 Issuing or refusing to issue the Certificate of Enterprise registration against regulations of this Law; requesting the founder to submit additional documents against regulations of this Law; delaying, obstructing, harassing enterprise founders and business operation of enterprises

2 Obstructing the enterprise’s owner, members/partners/shareholders from performing their rights and obligations prescribed in this Law and the enterprise’s charter

3 Doing business as an enterprise without applying for enterprise registration; carrying on busines operation after the Certificate of Enterprise Registration has been revoked or while the enterprise is being suspended

4 Providing dishonest or incorrect information in the enterprise registration application or application for changes to enterprise registration information

5 Declaring false charter capital; failure to contribute adequate charter capital as registered; deliberate contribution of assets with false value

6 Engaging in banned business lines or business lines from which foreign investors are banned; engaging in restricted business lines without fulfillment of conditions or failure to maintain fulfillment of conditions during operation in restricted business lines

7 Frauds, money laundering, terrorism financing

b) Officials and public employees defined by the Law on Officials and the Law on Public

Employees;

c) Commissioned officers, non-commissioned officers, career military personnel, military workers and public employees in agencies and units of Vietnam People’s Army; commissioned officers, non-commissioned officers and police workers in police authorities and units, except forthose designated and authorized representatives to manage state-owned stakes in enterprises or tomanage state-owned enterprises;

d) Executive officers and managers of state-owned enterprises prescribed in Point a Clause 1 Article 88 of this Law, except those who are designated as authorized representatives to manage state-owned stakes in other enterprises;

dd) Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons;

e) People who are facing criminal prosecution, kept in temporary detention, serving an

imprisonment sentence, serving an administrative penalty in a correctional institution or

rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her own behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law

If requested by the business registration authority, the applicant shall submit the judicial records;g) Juridical persons that are banned from business operation or banned from certain fields as prescribed by the Criminal Code

3 Organizations and individuals have the right to contribute capital, buy shares and stakes of joint stock companies, limited liability companies and partnerships in accordance with this Law, except:

a) State authorities, People’s armed forces contributing state-owned assets to enterprises to serve their own interests;

b) The entities that are not allowed to contribute capital to enterprises prescribed by the Law on Officials, the Law on Public Employees, and Anti-corruption Law

4 The act of serving one’s own interests mentioned in Point a Clause 2 and Point a Clause 3 of this Article means the use of incomes from business operation, capital contribution, acquisition

of shares/stakes for any of the following purposes:

a) Any kind of distribution to some or all of the persons specified in Point b and Point c Clause 2

of this Article;

b) Inclusion in the operating budget of the organization/unit against state budget laws;

c) Establishment or contribution to an internal fund of the organization/unit.

Article 18 Pre-registration contracts

1 The enterprise’s founder may sign contracts serving the establishment and operation of the enterprise before and during the process of enterprise registration

2 When the Certificate of Enterprise Registration is granted, the enterprise shall continue

exercising and performing the rights and obligations under the concluded contracts mentioned in Clause 1 of this Article, and the parties shall transfer the rights and obligations in accordance with the Civil Code, unless prescribed by the contracts

3 IN case the Certificate of Enterprise Registration is not granted, the persons who conclude the contracts mentioned in Clause 1 of this Article are responsible for their execution Any other participant in the establishment of the enterprise is also responsible for the execution of these contracts

Article 19 Application for registration of a sole proprietorship

1 The enterprise registration application form

2 Copies of legal documents of the sole proprietorship’s owner

Article 20 Application for registration of a partnership

1 The enterprise registration application form

2 The company's charter

3 The list of partners

4 Copies of legal documents of the partners

5 Copies of the Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment

Article 21 Application for registration of a limited liability company

1 The enterprise registration application form

2 The company's charter

3 The list of members

4 Copies of:

a) Legal documents of members who are individuals and legal representatives;

b) Legal documents of members that are organizations, documents about designation of

authorized representatives and their legal documents

Legalized copies of legal documents of the members that are foreign organizations

c) The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment

Article 22 Application for registration of a joint stock company

1 The enterprise registration application form

2 The company's charter

3 The list of founding shareholders; the list of shareholders that are foreign investors

shareholders and shareholders that are foreign organizations

Legalized copies of legal documents of the members that are foreign organizations

c) The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment

Article 23 Content of the enterprise registration application form

The following information shall be provided in the enterprise registration application form:

1 The enterprise’s name;

2 The enterprise’s headquarters, phone number, fax number, email address (if any);

3 The enterprise’s business lines;

4 The charter capital (or investment capital if the enterprise is a sole proprietorship);

5 Types of shares, face value of each type and total authorized shares of each type if the

enterprise is a joint stock company;

6 Tax registration information;

7 Expected quantity of employees;

8 Full name, signature, mailing address, nationality and legal documents of each partner (for partnerships) or the owner (for sole proprietorships);

9 Full name, signature, mailing address, nationality and legal documents of the legal

representative (for limited liability companies and joint stock companies)

Article 24 The company's charter.

1 The company's charter includes the initial charter submitted upon enterprise registration and revisions made during the operation

2 Primary contents of the company's charter:

a) The company’s name, addresses of the headquarters, branches and representative offices (if any);

b) The company’s business lines;

c) The charter capital; total quantity of shares, types of shares and face value of each type (for joint stock companies);

d) Full name, mailing address, nationality of each partner (for partnerships), the owner and each member (for limited liability companies) or the founding shareholders (for joint stock

companies) Stakes held by each member or partner (for limited liability companies and

partnerships) and values thereof Quantity of shares, types of shares and value of each type held

by founding shareholders (for joint stock companies);

dd) Rights and obligations of the members or partners (for limited liability companies and partnerships) or shareholders (for joint stock companies);

e) The organizational structure;

g) Quantity, titles, rights and obligations of each of the enterprise’s legal representatives;

h) Method for ratifying the company’s decisions; rules for settlement of internal disputes;

i) Basis and method for determination of salaries and bonuses of the executives and controllers;

k) Cases in which members/shareholders may request the company to repurchase their

stakes/shares (For limited liability companies/joint stock companies);

l) Rules for distribution of post-tax profits and settlement of business losses;

m) Cases of dissolution; procedures for dissolution and liquidation of the company’s assets;m) Procedures for revising the company's charter.

3 The initial company's charter shall contain the full names and signatures of:

a) For partnerships, the partners;

b) For single-member limited liability companies, the owner that is an individual or the legal representative of the owner that is an organization;

c) For multi-member limited liability companies, the members that are individuals or authorized representatives of members that are organizations;

d) For joint stock companies, founding shareholders that are individuals and legal representatives

or authorized representatives of founding shareholders that are organizations

4 The revised company's charter shall contain the full names and signatures of:

a) For partnerships: the President of the Partner Assembly;

b) For single-member limited liability companies: the owner, the legal representative of the owner, or the legal representative;

c) For multi-member limited liability companies and joint stock companies: the legal

1 Full names, signatures, nationalities, mailing addresses of members/partners/founding

shareholders/foreign shareholders that are individuals;

2 Names, EID numbers, addresses of headquarters of members/partners/founding

shareholders/foreign shareholders that are organizations;

3 Full names, signatures, nationalities, mailing addresses or legal representatives or authorized representatives of members/partners/founding shareholders/foreign shareholders that are

organizations;

4 Stakes and values thereof, holdings, types, quantities and values of assets contributed as capital, capital contribution time of each member/partner (for limited liability companies and partnerships); types and quantities of shares, holdings, types, quantities and values of assets

contributed as capital, capital contribution period of each founding shareholder and foreign shareholder (for joint stock companies).

Article 26 Enterprise registration procedures

1 The enterprise’s founder or the authorized person shall apply for enterprise registration at the business registration authority as follows:

a) Direct application at the business registration authority;

b) Submission of the application by post;

c) Online enterprise registration

2 Online enterprise registration means the enterprise’s founder submitting the electronic

enterprise registration application to the National Enterprise Registration Portal An electronic enterprise registration application shall contain the information prescribed in this Law and has the same legal value as a physical one

3 Applicants may choose between digital signatures and business registration accounts for online enterprise registration

4 A business registration account means an account created by the National Enterprise

Registration Information System for an individual to apply for online enterprise registration The account holder is legally responsible for the obtainment and use of the account for online

enterprise registration

5 Within 03 working days from the receipt of the application, the business registration authority shall consider the validity of the application and decide whether to issue enterprise registration The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the

application is rejected

6 The Government shall provide detailed regulations on documentation and interconnected procedures for enterprise registration

Article 27 Issuance of the Certificate of Enterprise Registration

1 An enterprise will be granted the Certificate of Enterprise Registration when the following conditions are fully satisfied:

a) The registered business lines are not banned;

b) The enterprise’s name is conformable with regulations of Articles 37, 38, 39 and 41 of this Law;

c) The enterprise registration application is valid;

d) The enterprise registration fees are fully paid in accordance with regulations of law on fees and charges

2 In case a Certificate of Enterprise Registration is lost or damaged, it will be reissued at a fee prescribed by law

Article 28 Content of the Certificate of Enterprise Registration

A Certificate of Enterprise Registration shall contain the following information:

1 The enterprise’s name and EID number;

2 The enterprise’s headquarters address;

3 Full name, signature, mailing address, nationality and legal document number of the legal representative (for limited liability companies and joint stock companies), each partner (for partnerships), the owner (for sole proprietorships) Full name, mailing address, nationality and legal document number of each member that is an individual; name, EID number and

headquarters address of each member that is an organization (for limited liability companies);

4 The charter capital (or investment capital if the enterprise is a sole proprietorship)

Article 29 Enterprise identification (EID) number

1 EID number is a serial number generated by the National Enterprise Registration Information System, issued to the enterprise when it is created and written on the Certificate of Enterprise Registration Each enterprise shall have a sole EID number, which must not be issued to any other enterprise

2 The EID number shall be used for paying taxes, following administrative procedures,

exercising and performing other rights and obligations

Article 30 Registering revisions to the Certificate of Enterprise Registration

1 Revisions to any of the information specified in Article 28 of this Law on the Certificate of Enterprise Registration shall be registered by the enterprise with the business registration authority

2 An application for revision shall be submitted within 10 days from day on which the change occurs

3 Within 03 working days from the receipt of the application for revision, the business

registration authority shall consider the validity of the application and decide whether to issue a new Certificate of Enterprise Registration The business registration authority shall inform the

applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.

4 Procedures for registering revisions to the Certificate of Enterprise Registration under a court decision or arbitration award:

a) The applicant shall submit the application for revision to the competent business registration authority within 15 days from the effective date of the court decision or arbitration award The application shall include copies of the effective court decision or arbitration award;

b) Within 03 working days from the receipt of the application, the business registration authority shall consider issuing a new Certificate of Enterprise Registration in accordance with the

effective court decision or arbitration award The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected

5 The Government shall provide for documentation and procedures for registering revisions to the Certificate of Enterprise Registration

Article 31 Notification of changes to enterprise registration information

1 The enterprise shall notify the business registration authority of any change to:

a) The enterprise’s business lines;

b) The founding shareholders and foreign shareholders (for joint stock companies, except listed companies);

c) Other content of the enterprise registration application

2 The enterprise shall notify a change to enterprise registration information within 10 days from its occurrence

3 A joint stock company shall send a written notification to the business registration authority incharge of the area where the company is headquartered within 10 days from the occurrence of the change to foreign shareholders registered in the company’s shareholder register Such a notification shall contain:

a) The company’s name, EID number, headquarter address;

b) For foreign shareholders who transfer their shares: Names and headquarter addresses of shareholders that are organizations; full names, nationalities, mailing addresses of shareholders that are individuals; quantities and types of shares they are holding; quantities and types of shares being transferred;

c) For foreign shareholders who receive shares: Names and headquarter addresses of

shareholders that are organizations; full names, nationalities, mailing addresses of shareholders that are individuals; quantities and types of shares being received; their holdings;

d) Full names and signatures of the company’s legal representatives

4 Within 03 working days from the receipt of the notification, the business registration authorityshall consider its validity and decide whether to accept the change The business registration authority shall inform the enterprise of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the change is not acceptable

5 Procedures for notifying changes to enterprise registration information under a court decision

or arbitration award:

a) The organization or individual that requests to make the change (the requester) shall send a notification to the competent business registration authority within 10 days from the effective date of the court decision or arbitration award The notification shall include copies of the effective court decision or arbitration award;

b) Within 03 working days from the receipt of the notification, the business registration authorityshall consider accepting the change in accordance with the effective court decision or arbitration award The business registration authority shall inform the applicant of necessary

supplementation in writing if the notification is invalid or inform the applicant and provide explanation if the change is not acceptable

Article 32 Publishing of enterprise registration information

1 After an enterprise is granted the Certificate of Enterprise Registration, it shall announce it on the National Enterprise Registration Portal and pay the fee as prescribed by law The

announcement shall include the content of the Certificate of Enterprise Registration and:

a) The enterprise’s business lines;

b) The list of founding shareholders and foreign shareholders (for joint stock companies)

2 Any change to enterprise registration information shall be announced on the National

Enterprise Registration Portal

3 The information mentioned in Clause 1 and Clause 2 of this Article shall be published for 30 days

Article 33 Provision of enterprise registration information

1 Organizations and individuals are entitled to request business registration authorities to provide information on the National Enterprise Registration Information System and pay fees

2 Business registration authorities shall fully and promptly provide information in accordance with Clause 1 of this Article.

3 The Government shall elaborate this Article

Article 34 Contributed assets

1 Contributed assets include VND, convertible foreign currencies, gold, land use right (LUR), intellectual property rights, technologies, technical secrets, other assets that can be converted intoVND

2 Only the individual or organization that has the lawful right to ownership or right to use the asset mentioned in Clause 1 of this Article may contribute it as capital as prescribed by law

Article 35 Transfer of ownership of contributed assets

1 Transfer of contributed assets by members of a limited liability company, partners of a

partnership, shareholders of a joint stock company shall comply with the following regulations:a) For assets whose ownership have been registered and LURs, the capital contributor shall follow procedures for transfer the ownership of such assets or the LUR to the company as prescribed by law This transfer is exempt from registration fee;

b) Contribution of assets whose ownership is not registered shall be recorded in writing unless the contribution is made by wire transfer

2 The record on transfer of contributed assets shall contain the following information:

a) The company’s name and headquarters address;

b) Full name, mailing address, legal document number of the contributor that is an individual; legal document number of the contributor that is an organization;

c) Types and quantities of contributed assets; total value of contributed assets and the ratio of thisvalue to the company’s charter capital;

d) Date of transfer; signatures of the contributor or the contributor’s authorized representative and the company’s legal representative

3 The contribution is considered complete once the lawful ownership of the assets has been transferred to the company

4 Procedures for ownership transfer are exempt for assets serving business operation of the sole proprietorship’s owner

5 Payment for transfer of shares/stakes, receipt of dividends of remittance of profits by foreign investors shall be carried out through accounts in accordance with foreign exchange laws, exceptfor payment in assets and cashless payment.

Article 36 Valuation of contributed assets

1 Contributed assets that are not VND, convertible foreign currencies or gold shall be valued by members/partners/shareholders or a valuation organization and expressed as VND

2 Assets contributed upon establishment of an enterprise shall be valued by

members/partners/founding shareholders by consensus or by a valuation organization In the latter case, the value of contributed assets must be accepted by more than 50% of the

members/partners/founding shareholders

In case a contributed asset is valued at a value higher than its actual value at contribution time (overvalued), the members/partners/founding shareholders shall jointly contribute an amount equal to the difference and are jointly responsible for the damage caused by the overvaluation

3 Assets contributed during the operation shall be valued by the owner or the Board of

Members/Partners (for limited liability companies and partnerships) or the Board of Directors (for joint stock companies) and the contributor or by a valuation organization In the latter case, the value shall be accepted by the contributor and the owner, the Board of

Members/Partners/Directors

In case a contributed asset is overvalued, the contributor, the owner and members of the Board ofMembers/Partners/Director shall jointly contribute an amount equal to the difference and are jointly responsible for the damage caused by the overvaluation

Article 37 Names of enterprises

1 The Vietnamese name of an enterprise shall contain two elements in order:

a) The type of enterprise;

b) The proper name

2 The type of enterprise shall be “công ty trách nhiệm hữu hạn” or “công ty TNHH” for limited liability companies; “công ty cổ phần” or “công ty CP” for joint stock companies; “công ty hợp danh” or “công ty HD” for partnerships; “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” for sole proprietorships

3 The proper name shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols

4 The enterprise’s name shall be displayed at the headquarters, branches, representative offices and business locations of the enterprise and printed or written on transaction documents, records and printed materials published by the enterprise.

5 Pursuant to regulations of this Article, Articles 38, 39 and 41 of this Law, the business

registration authority is entitled to refuse to register enterprise’s name

Article 38 Prohibited acts of naming enterprises

1 Use of any name that is identical or confusingly similar to another enterprise’s name that is registered in accordance with Article 41 of this Article

2 Use of the name of a state authority, the People’s military unit, political organization, political organization, socio-political-professional organization, social organization, social-professional organization as part or all of an enterprise’s name, unless it is accepted by that authority, unit or organization

socio-3 Use of words or symbols that against the country’s history, culture, ethical values and good traditions

Article 39 Enterprise’s name in foreign language and abbreviated name

1 The enterprise’s name in a foreign language is the name translated from the Vietnamese name into one of the Latin-based languages The proper name of the enterprise’s may be kept

unchanged or translated into the foreign language

2 In case an enterprise’s name is in a foreign language, the text size of the foreign name shall be smaller than the Vietnamese name displayed at the enterprise’s headquarters, branches,

representative offices and business locations and on the enterprise’s transaction documents, records and materials published by the enterprise

3 The abbreviated name of an enterprise may be abbreviation of its Vietnamese name or foreign language name

Article 40 Names of branches, representative offices and business locations

1 The name of a branch, representative office or business location shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols

2 The name of a branch, representative office or business location shall consist the enterprise’s name and the phrase “Chi nhánh”, “Văn phòng đại diện” or “Địa điểm kinh doanh” respectively

3 The name of a branch, representative office or business location shall be displayed at the branch, representative office or business location The name of an enterprise’s branch or

representative office be smaller than the Vietnamese name of the enterprise on the transaction documents, records and printed materials issued by the branch or representative office

Article 41 Identical and confusingly similar names

1 Identical name means a Vietnamese name that is chosen by the applying enterprise and is identical to the Vietnamese name of a registered enterprise

2 A name is considered identical to a registered enterprise’s name in the following cases:

a) The Vietnamese name of the applying enterprise is pronounced similarly to a registered enterprise’s name;

b) The abbreviated name of the applying enterprise is identical to the abbreviated name of a registered enterprise;

c) The foreign language name of the applying enterprise is identical to the foreign language name of a registered enterprise;

d) The proper name of the applying enterprise is only different from the proper name of a registered enterprise by a natural number or a letter in the Vietnamese alphabet or any of the letters F, J, Z, W that is written right after the proper name with or without a space;

dd) The proper name of the applying enterprise is only different from the proper name of an registered enterprise of the same type by the word “và” (“and”) or the symbol “&”, ”, “.”, “,”,

“+”, “-”, “_”;

e) The proper name of the applying enterprise is only different from the proper name of an registered enterprise of the same type by the word “tân” or “mới” (“new”) that is written right before or after the proper name;

g) The proper name of the applying enterprise is only different from the proper name of an registered enterprise of one of the phrases “miền Bắc” (“north”), “miền Nam” (“south”), “miền Trung” (“central”), “miền Tây” (“west”), “miền Đông” (“east”);

h) The proper name of the applying enterprise is identical to that of a registered enterprise

3 The cases specified in Points d, dd, e, g, h Clause 2 of this Article do not apply to subsidiary companies of the registered company

Article 42 The enterprise’s headquarters

The enterprise’s headquarters shall be located within Vietnam’s territory, is the enterprise’s mailing address, has phone number, fax number and email address (if any)

Article 43 The enterprise’s seals

1 The enterprise’s seals can be physical or digital as prescribed by e-transaction laws

2 The enterprise shall decide the type, quantity, design and content of its seal and the seals of its branches, representative offices and other units.

3 The management and storage of seals shall comply with the company's charter or regulations

of the enterprise, branch, representative office or unit that owns the seal Seals shall be used by enterprises in transactions as prescribed by law

Article 44 Branches, representative offices and business locations of an enterprise

1 A branch of an enterprise is its dependent unit which has some or all functions of the

enterprise, including authorized representative The business lines of a branch shall match those

of the enterprise

2 A representative office of an enterprise is its dependent unit which acts as the enterprise’s authorized representative, represents and protect the enterprise’s interests A representative officeshall not do business

3 A business location of an enterprise is the place at which specific business operations are carried out

Article 45 Registration of branches and representative offices; notification of business location

1 An enterprise may establish branches and representative offices in Vietnam and other

countries An enterprise may have more than one branch and representative office in an

administrative division

2 When establishing a domestic branch/representative office, the enterprise shall submit an application for branch/representative office registration to the business registration authority in charge of the area where the branch/representative office is established Such an application shallconsist of:

a) The notice of establishment of the branch/representative office;

b) Copies of the Establishment Decision and minutes of the meeting on the establishment of the enterprise’s branch/representative office, legal documents of the head of the

branch/representative office

3 Within 03 working days from the receipt of the application, the business registration authority shall consider the validity of the application and decide whether to issue a Certificate of Branch/Representative Office Registration The business registration authority shall inform the applicant

of necessary supplementation in writing if the application is not satisfactory or inform the

applicant and provide explanation if the application is rejected

4 The enterprise shall apply for revision of the Certificate of Branch/Representative Office Registration 10 days from the day on which a change occurs

5 Within 10 days from the day on which the business location is decided, the enterprise shall send a notice of business location establishment to the business registration authority.

6 The Government shall elaborate this Article

Chapter III

LIMITED LIABILITY COMPANIES Section 1 MULTI-MEMBER LIMITED LIABILITY COMPANIES

Article 46 Multi-member limited liability companies

1 A multiple-member limited liability company means an enterprise that has 02 – 50 members that are organizations or individuals A member’s liability for the enterprise’s debts and other liabilities shall be equal to the amount of capital that member contributed to the enterprise, except for the cases specified in Clause 4 Article 47 of this Law The member’s stake

(contributed capital) may only be transferred in accordance with Articles 51, 52 and 53 of this Law

2 A multiple-member limited liability company has the status of a juridical person from the day

on which the Certificate of Enterprise Registration is issued

3 Multiple-member limited liability companies must not issue shares except for equitization

4 Multiple-member limited liability companies may issue bonds in accordance with this Law and relevant laws; private placement of bonds shall comply with Article 128 and Article 129 of this Law

Article 47 Capital contribution to establish the company and issuance of the certificate of capital contribution

1 The initially registered charter capital of a multiple-member limited liability company is the total capital contributed or promised by the members and shall be written in company's charter

2 The members shall contribute sufficient and correct assets as promised when applying for enterprise registration within 90 days from the issuance date of the Certificate of Enterprise Registration, excluding the time needed to transport or import the contributed assets and for completing ownership transfer procedures During this period, the members shall have rights and obligations that are proportional to their promised contribution The members may only contribute assets that are different from the promised ones if the change is approved by more than 50% of the remaining members

3 In case a member fails to contribute or fully contribute capital as promised by the expiration ofthe period mentioned in Clause 2 of this Article:

a) The member that has not contributed capital at all is obviously no longer a member of the company;

b) The member that has not fully contributed capital will have the rights that are proportional to the contributed capital;

c) The right to contribute the missing capital will be sold under a resolution or decision of the Board of Members

4 In the cases mentioned in Clause 3 of this Article, the company shall register the change in charter capital and the members’ holdings within 30 days from the deadline for contributing capital specified in Clause 2 of this Article The members who fail to contribute or fully

contribute capital shall be responsible for the financial obligations incurred by the company during the period before the company registers the change in charter capital and the members’ holdings in proportion to their promised contributions

5 In the cases specified in Clause 2 of this Article, the capital contributor will become the company’s member from the day on which capital is fully contributed and information about the capital contributor prescribed Points b, c, dd Clause 2 Article 48 of this Law has been fully recorded in the member register On that day, the company shall issue the capital contribution certificate to the member

6 The capital contribution certificate shall contain the following information:

a) The company’s name, EID number, headquarter address;

b) The company’s charter capital;

c) Full name, signature, mailing address, nationality and legal document number if the member is

an individual; EID number or legal document number, headquarters address if the member is an organization;

d) The capital contributed and the member’s holding;

dd) The number and date of issuance of the certificate of capital contribution;

e) Full names and signatures of the company’s legal representatives

7 In case the capital contribution certificate is lost or damaged, the member will be reissued withanother certificate following the procedures specified in the company's charter

Article 48 Member register

1 The company shall make a member register upon issuance of the Certificate of Enterprise Registration The member register can be physical or electronic and shall contain information about the members’ holdings

2 A member register shall contain the following information:

a) The company’s name, EID number, headquarter address;

b) Full name, signature, mailing address, nationality and legal document numbers of members that are individuals; names, EID numbers or legal document numbers and headquarters addresses

of members that are organizations;

c) Stakes, holdings, contribution time, types of contributed assets, quantity and value of each type of contributed assets of each member;

d) Signatures of members that are individuals and of legal representatives of members that are organizations;

dd) The number and date of issuance of the certificate of capital contribution of each member

3 The company shall update changes to members in the member register as requested by

relevant members in accordance with company's charter

4 The member register shall be retained at the company’s headquarters

Article 49 Rights of members of the Board of Members

1 A member of the Board of Members has the rights to:

a) Participate in meetings of the Board of Members; discuss, propose, vote on the issues within the jurisdiction of the Board of Members;

b) Have a number of votes that are proportional to the member’s holding, except for the cases specified in Clause 2 Article 47 of this Law;

c) Receive profit in proportion to the member’s holding after the company has fully paid taxes and fulfilled other financial obligations prescribed by law;

d) Receive part of the remaining assets in proportion to the member’s holding when the company

is dissolved or goes bankrupt;

dd) Be given priority to contribute more capital when the company increases its charter capital;

e) Transfer, give away or otherwise dispose of the member’s own stake in accordance with regulations of law and the company's charter;

g) File lawsuits in their own name of in the company’s name against the President of the Board

of Members, the Director/General Director, other executives, legal representatives in accordance with Article 72 of this Law;

h) Other rights prescribed by this Law and the company's charter.

2 In addition to the rights specified in Clause 1 of this Article, a group of members that hold at least 10% of the charter capital (or a smaller ratio prescribed by the company's charter or in the cases specified in Clause 3 of this Article) also has the rights to:

a) Demand meetings of the Board of Members be convened to resolve issues within its

3 In case a member holds more than 90% of the charter capital and the company's charter does not provide for any smaller ratio as prescribed in Clause 2 of this Article, the group of remaining members obviously have the rights specified in Clause 2 of this Article

Article 50 Obligations of members of the Board of Members

1 Fully and punctually contribute capital as promised; take on a liability for the company’s debtsand liabilities which is equal to the contributed capital, except for the cases specified in Clause 2 and Clause 4 Article 47 of this Law

2 Do not withdraw capital from the company in any shape or form; except for the cases

specified in Articles 51, 52, 53 and 68 of this Law

3 Comply with the company's charter

4 Implement the resolutions and decisions of the Board of Members

5 Take personal responsibility when performing the following actions in the name of the

6 Other obligations prescribed by law.

Article 51 Repurchase of stakes

1 A member is entitled to request the company to repurchase that member’s stake if that

member has voted against a resolution or decision of the Board of Members on the following issues:

a) Amendments to regulations of the company's charter on rights and obligations of members and the Board of Members;

b) Reorganization of the company;

c) Other issues prescribed by the company's charter

2 A written request for stake repurchase shall be sent to the company within 15 days from the day on which the resolution or decision mentioned in Clause 1 of this Article is ratified

3 Within 15 days from the day on which the request mentioned in Clause 1 of this Article is received, the company shall repurchase that member’s stake at market value or at a value

determined in accordance with the company's charter, unless another value is agreed upon by both parties The payment shall only be made if the company is still able to pay its debts and other liabilities afterwards

4 In case the company is not able to pay for the repurchase of the stake as requested, the

member is entitled to sell the stake to another member or a non-member

Article 52 Transfer of stakes

1 Except for the cases specified in Clause 4 Article 51, Clause 6 and Clause 7 Article 53 of this Law, a member of a multiple-member limited liability company is entitled to transfer part or all

of their stake to another person as follows:

a) Offer the stake to other members in proportion to their holdings under the same conditions;

b) Transfer the stake under the same conditions as those applied to other members mentioned in Point a of this Clause to a non-member if the other members do not purchase or fully purchase the stake within 30 days from the first day of offering

2 The transferor still has the rights and obligations to the company in proportion to the stake until information about the buyer mentioned in Point b, c and dd Clause 2 Article 48 of this Law

is fully recorded in the member register

3 In case only one member remains after transfer or change of the members’ stakes, the

company shall be converted into a single-member limited liability company and apply for change

of enterprise registration information within 15 days from the day on which the transfer is complete.

Article 53 Settlement of stakes in some special cases

1 In case of the death of a member that is an individual, his/her heir at law or designated by a will shall become a member of the company

2 In case a member that is an individual is declared missing by the Court, his/her rights and obligations shall be performed through his/her asset manager as prescribed by civil laws

3 In case a member that is an individual is incapacitated, has limited legal capacity or has difficulty controlling his/her behaviors, his/her rights and obligations shall be performed through his/her representative

4 A member’s stake shall be transferred or repurchased by the company in accordance with Article 51 and Article 52 of this Law in the following cases:

a) The member’s heir does not wish to become a member;

b) The beneficiary mentioned in Clause 6 of this Article is not accepted as a member by the Board of Members;

c) The member that is an organization is dissolved or goes bankrupt

5 In case a member that is an individual dies without an heir or the heir refuses the inheritance

or is disinherited, the stake shall be settled in accordance with civil laws

6 In case a member gives away part or all of his/her stake to another person, the beneficiary will become a member of the company in the following cases:

a) If the beneficiary is a lawful heir as prescribed by the Civil Code, he/she is obviously a

member of the company;

b) If the beneficiary is not a lawful heir mentioned in Point a of this Clause, he/she will only become a member if it is accepted by the Board of Members

7 In case a member uses that member’s stake to pay debt, the beneficiary may:

b) become a member of the company if it is accepted by the Board of Members;

b) Offer and sell the stake in accordance with Article 52 of this Law

8 In case a member that is an individual is being kept in temporary detention, serving an

imprisonment sentence, serving an administrative penalty in a correctional institution or

rehabilitation center, he/she shall authorize another person to perform some or all of his/her rights and obligations to the company.

9 A member that is an individual and is banned by the court to do certain jobs must not do those jobs at the company; A member that is a juridical person and is banned by the court from certain business lines must suspend or stop business operation in those business lines

Article 54 Organizational structure

1 A multiple-member limited liability company shall have a Board of Members, President of theBoard of Members, Director/General Director

2 A state-owned multiple-member limited liability company prescribed in Point b Clause 1 Article 88 of this Law and each subsidiary company of a state-owned enterprise prescribed in Clause 1 Article 88 of this Law shall have a Board of Controllers The establishment of the Board of Controllers in other companies shall be decided by themselves

3 A company shall have at least one legal representative who holds the title of President of the Board of Members, Director/General Director Unless otherwise prescribed by the company's charter, the President of the Board of Members shall be the company’s legal representative

Article 55 The Board of Members

1 The Board of Members is the supreme governing body of the company, consists of all

members that are individuals and authorized representatives of members that are organizations The company's charter shall specify the frequency of meetings of the Board of Members but at least one meeting shall be held per year

2 The Board of Members has the following rights and obligations:

a) Decide the company’s annual business plan and development strategy;

b) Decide increase or decrease in charter capital, time and method for raising more capital; issuance of bonds;

c) Decide investments in the company’s development projects; solutions for market

development, marketing and technology transfer;

d) Approve contracts for borrowing, lending, sale of assets and other contracts prescribed by the company's charter whose value are at least 50% of the total assets written in the latest financial statement (or a smaller ratio or value specified in the company's charter);

dd) Elect, dismiss the President of the Board of Members; designate, dismiss, sign and terminate contracts with the Director/General Director, chief accountant, controllers and other executives specified in the company's charter;

e) Decide the salaries, remunerations, bonuses and other benefits of the President of the Board ofMembers, Director/General Director, chief accountant, controllers and other executives specified

in the company's charter;

g) Ratify annual financial statements, plans for use and distribution of profits or settlement of losses;

h) Decide the company’s organizational structure;

i) Decide establishment of subsidiary companies, branches and representative offices;

k) Revise the company's charter;

l) Decide reorganization of the company;

m) Decide dissolution or file bankruptcy of the company;

n) Other rights and obligations prescribed by Law and the company's charter

Article 56 President of the Board of Members

1 The Board of Members shall elect a member as the President, who may concurrently hold the position of Director/General Director of the company

2 The President of the Board of Members has the following rights and obligations:

a) Plan the activities of the Board of Members;

b) Draw up agenda and prepare documents for meetings or surveys of the Board of Members;

c) Convene and chair meetings of the Board of Members or organize surveys of the Board of Members;

d) Supervise or organize supervision of the implementation of resolutions and decisions of the Board of Members;

dd) Sign resolutions and decisions of the Board of Members on its behalf;

e) Other rights and obligations prescribed by Law and the company's charter

3 The term of office of the President of the Board of Members shall be specified in the

company's charter bust must not exceed 05 years and has no term limit

4 In case the President of the Board of Members is not present or not able to perform his tasks, he/she shall authorize another member in writing to perform the rights and obligations of the President of the Board of Members in accordance with the company's charter In case no member

is authorized or the President is dead, missing, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway; has limited legal capacity or is incapacitated, has difficulty controlling his/her behavior,

is prohibited by the court from holding certain positions or doing certain works, one of the Board

of Members shall convene a meeting with the remaining members to elect one of them as the interim President under the majority rule until a new decision is issued by the Board of

Members

Article 57 Convening meetings of the Board of Members

1 Meetings of the Board of Members shall be convened by the President of the Board of

Members or at the request of the member or group of members prescribed in Clause 2 and Clause 3 Article 49 of this Law In case the President of the Board of Members does not convene

a meeting as requested by the aforementioned member of group of members within 15 days fromthe day on which the request is received, the member of group of members may convene the meeting themselves Reasonable costs of convening and conducting meetings of the Board of Members shall be reimbursed by the company

2 The President of the Board of Members or the person that convenes the meeting shall draw up the meeting agenda and prepare meting document; convene and chair the meeting Members are entitled to propose additional contents to the meeting agenda in writing Such a written proposal shall contain the following information:

a) Full name, signature, mailing address, nationality and legal document number if the member is

an individual; EID number or legal document number and headquarters address if the member is

an organization; full name and signature of the proposing member or the proposing member’s authorized representative;

b) The member’s holding, number and date of issuance of the certificate of capital contribution;c) The proposed contents;

d) Reasons for proposal

3 The President of the Board of Members or the person that convenes the meeting shall accept a proposal that contains adequate information as prescribed in Clause 2 of this Article and is sent

to the company’s headquarters at least 01 working day before the meeting date In case a

proposal is put forward right before the beginning of the meeting, it may be accepted if it is accepted the majority of the participants

4 Invitations to a meeting of the Board of Members can be sent physically, by phone, fax, electronically or by other methods prescribed by the company's charter to each member of the Board of Members The invitation shall specify the time, location and agenda of the meeting

5 The meeting agenda and documents shall be sent to members before the meeting date

Documents about revisions of the company's charter, ratification of the company’s development

strategy, annual financial statements, reorganization or dissolution shall be sent to the members

at least 07 working days before the meeting date The deadlines for sending other documents shall be specified in the company's charter

6 Unless otherwise prescribed by the company's charter, a request to convene a meeting of the Board of Members mentioned in Clause 1 of this Article shall be made in writing and contain thefollowing information:

a) Full name, signature, mailing address, nationality and legal document numbers of members that are individuals; names, EID numbers or legal document numbers and headquarters addresses

of members that are organizations; each member’s holding, number and issuance date of each member’s capital contribution certificate;

b) Reasons for convening the meeting and issues that need resolving;

c) The draft agenda;

d) Full names and signatures of the requesting members or their authorized representatives

7 In case the request does not contain adequate information as prescribed in Clause 6 of this Article, the President of the Board of Members shall send a written rejection to the requesting member(s) within 07 working days from the day on which the request is received If the request

is valid, the President of the Board of Members shall convene the meeting within 15 days from the day on which the request is received

8 In case the President of the Board of Members fails to convene the meeting as prescribed in Clause 7 of this Article, he/she shall be personally responsible for the damage incurred by the company and relevant members

Article 58 Conditions and procedures for conducting meetings of the Board of Members

1 The meeting shall be conducted when it is participated by a number of members that hold at least 65% of charter capital; a specific ratio shall be specified in the company's charter

2 In case the conditions for conducting a meeting specified in Clause 1 of this Article are not fulfilled and the company's charter does not provide for this situation otherwise:

a) The invitation to the second meeting shall be sent within 15 days from the first meeting date The second meeting shall be when it is participated by a number of shareholders that hold at least50% of charter capital;

b) In case the conditions for conducting the second meeting prescribed in Point a of this Clause are not fulfilled, the invitation to the third meeting shall be sent within 10 days from the second meeting date The third meeting shall be conducted regardless of the number of charter capital held by the participants

3 Members and their authorized representatives shall participate in and vote at meetings of the Board of Members The procedures for conducting meetings of the Board of Members and voting methods shall be specified in the company's charter.

4 In case the duration of a meeting is longer than expected, it may be extended but must not exceed 30 days from its opening date

Article 59 Resolutions and decisions of the Board of Members

1 The Board of Members shall ratify its resolution and decisions by voting at the meeting, questionnaire survey or another method specified in the company's charter

2 Unless otherwise prescribed by the company's charter, a decision on one of the following issues shall be voted on at the meeting:

a) Revisions to the company's charter;

b) Orientation for development of the company;

c) Election, dismissal of the President of the Board of Members; designation, dismissal of the Director/General Director;

d) Ratification of the annual financial statement;

dd) Reorganization or dissolution of the company

3 Unless otherwise prescribed by the company's charter, a resolution or decision of the Board of Members will be ratified at the meeting if:

a) It is voted for by a number of participants that hold at least 65% of the total stakes of all participants, except the case in Point b of this Clause;

b) It is a resolution or decision to sell assets whose value is at least 50% of the total assets written

in the latest financial statement (or a smaller ratio or value specified in the company's charter), a resolution or decision on revisions to the company's charter, reorganization or dissolution of the company, and is voted for by a number of participants that hold at least 75% of the total stakes ofall participants

4 It will be considered that a member participates in and votes at the meeting of the Board of Members in the following cases:

a) The member directly participates in and votes at the meeting;

b) The member authorizes another person to participate in and vote at the meeting;

c) The member participates and votes online or through other electronic methods;

d) The member sends the votes to the meeting by post, fax or email.

5 In case of questionnaire survey, a resolution or decision will be ratified when it is voted for by

a number of members that hold at least 65% of charter capital (a specific ratio shall be specified

in the company's charter)

Article 60 Minutes of meetings of the Board of Members

1 Minutes of every meeting the Board of Members shall be taken Audio recording or electronic forms are optional

2 The minutes shall be ratified right before the meeting ends and contain the following

information:

a) Time, location, purposes and agenda of the meeting;

b) Full names, holdings, numbers and dates of issues of capital contribution certificates of participating members and their authorized representatives; full name, stakes, numbers and dates

of issues of capital contribution certificates of non-participating members and their authorized representatives;

c) The issues that are discussed and voted on; summaries of the members’ comments on each issue;

d) Quantities of valid votes, invalid votes, affirmative votes, negative votes and abstentions on each issue;

dd) Ratified decisions and corresponding ratio of affirmative votes;

e) Full names, signatures and comments of participants who disagree with the ratification of the minutes (if any);

g) Full names, signatures of the minute taker and the chair of the meeting, except the case in Clause 3 of this Article

3 In case the chair and the minute taker refuse to sign the minutes, they will be effective if they are signed by the other members of the Board of Members and contain all information prescribed

in Points a, b, c, d, dd and e Clause 2 of this Article The minutes shall clearly state the reasons why the chair and the minute taker refuse to sign them The persons who sign the minutes are jointly responsible for the accuracy and truthfulness of the minutes

Article 61 Procedures for ratification of resolutions and decisions of the Board of Members

by questionnaire survey

Unless otherwise prescribed by the company's charter, a questionnaire survey on ratification of resolutions or decisions of the Board of Members shall be carried out as follows:

1 The President of the Board of Members shall decide to carry out a questionnaire survey on ratification of resolutions and decisions within its jurisdiction;

2 The President of the Board of Members organize the drafting and sending of reports on the issues, the resolution or decision and questionnaires to members of the Board of Members;

3 A questionnaire shall contain:

a) The company’s name, EID number, headquarter address;

b) Full name, signature, mailing address, nationality and legal document numbers of individuals; the members’ holdings;

c) The issue that needs voting, options including affirmative, negative and abstentions;

d) The deadline for submission of the answered questionnaire;

dd) Full name and signature of the President of the Board of Members;

4 An answered questionnaire that contains adequate information, bears the member’s signature and sent to the company by the deadline is considered valid The President of the Board of Members organize the vote counting, preparation of a report and notification of the vote countingresult to the members within 07 working days from the deadline for submission of answered questionnaires The report on vote counting result has the same value as the minutes the meeting

of the Board of Members and shall contain the following information:

a) The survey issue and purposes;

b) Full names, holdings, numbers and dates of issue of capital contribution certificates of

members that submitted their answered questionnaires; and their authorized representatives; Full names, holdings, numbers and dates of issue of capital contribution certificates of members whose questionnaires are not submitted or invalid;

c) The issues that are voted on; summaries of the members’ comments on each issue (if any);

d) The numbers of valid, invalid, unsubmitted questionnaires; numbers of valid questionnaires that contain affirmative votes negative votes and abstentions on each issue;

dd) The ratified resolutions and/or decisions and corresponding ratio of affirmative votes;

e) Full names and signatures of the vote counters and the President of the Board of Members, who are jointly responsible for the legitimacy, accuracy and truthfulness of the vote counting report

Article 62 Effect of resolutions and decisions of the Board of Members

1 Unless otherwise prescribed by the company's charter, a resolution or decision of the Board of Members shall take effect from the day on which it is ratified on one the effective date specified therein.

2 A resolution or decision that is ratified with 100% of total charter capital shall be lawful and effective even if the procedures for ratification of such resolution or decision are not followed

3 In case a member or group of members requests the court or an arbitral tribunal to invalidate a ratified resolution or decision, it will remain effective as prescribed in Clause 1 of this Article until the court or an arbitral tribunal issues a decision to invalidate it, except for the cases in which temporary emergency measures have to be implemented under decision of a competent authority

Article 63 The Director/General Director

1 The Director/General Director is the person who manages the company’s everyday busines operation and is responsible to the Board of Members for his/her performance

2 The Director/General Director has the following rights and obligations:

a) Organize the implementation of resolutions and decisions of the Board of Members;

b) Decide everyday operating issues of the company;

c) Organize implementation of the company’s busines plans and investment plans;

d) Issue the company’s rules and regulations unless otherwise prescribed by the company's charter;

dd) Designate, dismiss the company’s executives, except those within jurisdiction of the Board

of Members;

e) Enter into contracts on behalf of the company, except those within jurisdiction of the President

of the Board of Members;

g) Propose the company’s organizational structure;

g) Submit annual financial statements to the Board of Members;

i) Propose plans for use and distribution of profits or settlement of business losses;

k) Recruit employees;

l) Other rights and obligations specified in the company's charter, resolution and decisions of the Board of Members, and his/her employment contract

Article 64 Requirements for holding the position of Director/General Director

A person may hold the position of Director/General Director if he/she:

1 Is not in one of the persons specified in Clause 2 Article 17 of this Law

2 Has professional qualifications and experience of busines administration and satisfies other conditions specified in the company's charter

3 If the company is a state-owned enterprise prescribed in Point b Clause 1 Article 88 of this Law or a subsidiary company of a state-owned enterprise prescribed in Clause 1 Article 88 of this Law, is not a relative of the executives and controllers of the company and the parent

company, of the representative of enterprise’s investment or state investment in the company andthe parent company

Article 65 Controllers and the Board of Controllers

1 The Board of Controllers shall have 1 – 5 Controllers The term of office of a controller shall not exceed 05 years and without term limit In case the Board of Controllers only has 01

controller, he/she shall be the Chief Controller and shall satisfy corresponding conditions

2 The Chief Controller and Controllers shall satisfy the requirements specified in Clause 2 Article 168 and Article 169 of this Law

3 Rights, obligations, responsibilities, dismissal and works of Controllers and the Board of Controllers are specified in Articles 106, 170, 171, 172, 173 and 174 of this Law

4 The Government shall elaborate this Article

Article 66 Salaries, remunerations, bonuses and other benefits of the President of the Board of Members, Director/General Director and other executives

1 The company shall pay salaries, remunerations, bonuses and provide other benefits for the President of the Board of Members, the Director/General Director and other executives

according to the company’s business performance

2 Salaries, remunerations, bonuses and other benefits for the President of the Board of Members,the Director/General Director and other executives shall be recorded as operating costs in

accordance with regulations of law on corporate income tax and relevant laws and placed in a separate section in the company’s annual financial statements

Article 67 Contracts and transactions subject to approval by the Board of Members

1 Contracts and transactions between the company and the following entities are subject to approval by the Board of Members: